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Abstract

In 2005, the Virginia Stock Corporation Act (the "Virginia Act") was extensively revised and updated for the first time since 1985. Having just undertaken such a major revision to the Virginia Act,

the General Assembly further amended the Act in a more targeted fashion in 2006 and 2007. Section II of this article addresses some of the changes that have taken place since the 2005 amendments and gives a brief overview of some conforming changes that have been incorporated in the Virginia Nonstock Corporation Act (the "Nonstock Act").

There has also been a concerted effort to conform the language and substance of the various other business entity statutes over the past two years. Section III discusses some of the changes to the Virginia Limited Liability Company Act (the "LLC Act") and the Virginia Revised Uniform Limited Partnership Act (the "Virginia RULPA") that conform these Acts to the Virginia Act in some respects. This section also includes a discussion of other changes to these Acts that are entity-specific.

Section IV addresses some amendments that affect professional corporations and professional limited liability companies. The amendments were designed to provide professional corporations some flexibility in offering employee stock option plans and provide clarification on the obligations of professionals to control professional entities.

Section V addresses a handful of changes to the Virginia Actthat were designed to take into account the governance practices of open-end investment companies registered under the Invest-ment Company Act of 1940 (the "Investment Company Act") and the updating amendment to the Virginia Securities Act (the "Securities Act").

Finally, section VI reviews five cases since 2005 in which the Supreme Court of Virginia addressed issues related to the law ofcorporations and limited liability companies

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